State of Illinois Contract v.25.4

Central Management Services

Contract

JPMC Plumbing Regions 5 6 Secondary

26-416CMS-BOPM4-P-97016

The Parties to this contract are the State of Illinois acting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

This joint purchase master contract is established by Central Management Services in cooperation and agreement with the Chief Procurement Officer for General Services, to enable governmental units defined as State Agencies per Section 5, to procure professional and qualified plumbing repair and maintenance services on an as needed basis during the contract period.

This contract cannot be used for major repairs that involve the alterations of the building structure and/or are costed above $50,000, without The Capital Development Board providing pre-approval for those repairs.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. The Vendor will provide general and emergency service for repair and maintenance to the plumbing system including, but not limited to:

A) Distribution System B) Equipment C) Equipment components D) Fixtures

1.2.2. All materials and products used for the repairs shall be invoiced at Vendor’s cost.

Facility Manager or designee may request Vendor to provide copies of material suppliers' invoices to verify cost. Facility Manager or designee may, at their v.25.4 discretion, require waivers of lien for materials prior to payment for goods and/or services.

1.2.3. If the Facility Manager or designee determines it is in its best interest, the Vendor shall, as requested, furnish supplies, materials, parts, etc. for routine and/or preventive maintenance, repairs, replacement, etc. to be used by Staff Engineers, tradesmen, and maintenance personnel. Supplies, materials, etc. can only be utilized/purchased from Vendor if the State is using for the repair and maintenance germane to this contract. Vendor will be responsible for shipping or delivery of the parts to the requesting agency. The State will reimburse Vendor for any shipping cost;

however, the State will not allow a mark-up on shipping. A copy of the shipping invoice verifying the Vendor’s cost must accompany the parts invoice submitted to the State. The requesting agency may request Vendor to provide copies of material suppliers’ invoices to verify cost. The State will allow a nominal convenience fee of $25 or 10% of the total order, whichever is less.

1.2.4. Replacement parts may be new or reconditioned, at the discretion of the End-user.

1.2.5. Facility Manager or designee shall, at all times, have access to the work wherever it is in preparation or progress and the Vendor shall provide for such access and inspection.

1.2.6. All work, material, parts, etc. shall be guaranteed for one year to be free of defects.

Defective items shall be replaced during the first year of operation without cost (including labor cost) to the State.

1.2.7. The supplies and materials to be used shall be of high-quality conforming with applicable Federal and/or State specifications. The Vendor shall furnish materials, supplies, and products suitable for the purpose, but not harmful to the surface to which it is applied.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. Services shall be performed on an as-needed basis. The work to be accomplished and the length of time it should take to complete, shall be agreed upon by Facility Manager or designee and Vendor, prior to the commencement of work.

1.3.2. Response time for routine work repairs and service will be within eight (8) hours after receipt of call from the requesting Agency. All work shall be completed during normal working hours or as may be determined and/or scheduled by the requesting agency.

1.3.3. Emergency service response time will be within two (2) hours after call from the requesting agency on either a regular or overtime basis, depending on day and time.

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1.3.4. Vendor shall provide contact information on who can be contacted for quotes. The name, phone number, and email address of that designee shall be provided by the Vendor below.

Contact Name: __________________________________ (Vendor to complete)

Contact Phone: __________________________________ (Vendor to complete)

Contact Email: __________________________________ (Vendor to complete)

1.3.5. Vendor shall promptly remove from the premises all material condemned by the governmental unit as failing to conform to the contract, and the Vendor shall promptly replace and re-execute their work in accordance with the contract and without expense to the Facility Manager or designee. Facility Manager or designee will not pay for "call-backs" to re-do the original job, repair and/or service.

1.3.6. Vendor shall, as necessary, instruct State personnel in the use and maintenance of equipment and systems installed pursuant to this contract.

1.3.7. Vendor shall report the existence of any defective equipment, controls, instruments and/or accessories which may require replacement or repair to the Facility Manager or designee. The report shall include:

A) Defective item

B) Location of defective item

C) Nature of defect and impact on building operation

D) Detailed breakdown of material and labor cost for replacement

The replacement shall be made at once if authorized in writing by the Facility Manager or designee. If the replacement item is not in stock, Vendor shall order it at once and make installation as soon as possible.

1.3.8. For Central Management Services (CMS): Vendor shall attach and submit with their billing invoice, the job work order/ticket signed by CMS designee authorizing and approving work, with all pertinent information required as stated in Section 1.4.13.

Other governmental units will indicate with their purchase orders, if they require any additional paperwork to be submitted with their invoices.

1.3.9. The prescribed invoicing, billing, and job work order/ticket procedures for CMS will be strictly adhered to by the Vendor. Invoices shall not be approved and/or processed for payment if these requirements are not met. Vendor must follow paperwork guidelines for invoicing from other governmental units for payment.

Cindy Kesterson

(217) 544-8451 service@henson-robinson.com v.25.4

1.3.10. Vendor shall submit the billing invoice that details separately the work performed, the material costs, and labor hours with hourly rates, within 30 days of job completion.

1.3.11. Vendor will not use any State property such as tools, equipment, ladders, extension cords, mops, buckets, cleaning material, etc. Vendor is to supply all necessary items needed for each job.

1.3.12. Vendor will furnish all labor, materials, tools, and equipment of the trade, related to providing the services in fulfilling the contract.

1.3.13. Tools and equipment of the trade (included in per hour rate) refers to, but is not limited to, power tools, hand tools, ladders, scaffolding, cleanup tools, electrical cords, etc.

1.3.14. Whenever available or practical, the Vendor shall furnish materials and products which are manufactured in the State of Illinois.

1.3.15. The State shall provide electricity, hot and cold water. The State will not be responsible to provide storage for Vendor’s material, tools, equipment, etc. or be liable for same.

1.3.16. The Facility Manager or designee may request a list of each material that is being proposed for use in the performing of the work. Vendor shall furnish this list if requested.

1.3.17. The Vendor shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

1.3.18. The State reserves the right to reject any materials and/or supplies they deem harmful to the building surfaces, contents, or equipment.

1.3.19. The Facility Manager or designee may request a written estimate and/or proposal on any repairs, replacements and/or work exceeding $500.00.

1.3.20. The State reserves the right to verify if quotes are reasonable, including requesting copies of Vendor’s suppliers’ invoices.

1.3.21. Estimates and proposals will be in writing with description of work to be performed and detailed breakdown of material and labor costs and priced as per contract agreement. The estimate will be given to the Facility Manager or designee for approval. The estimate or proposal shall provide written justification why a higher paid tradesperson (foreman) is being used in lieu of a lower paid tradesperson (basic).

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1.3.22. If proposed work is authorized by Facility Manager or designee, then work shall be performed on a time and material basis not to exceed the estimate or proposal. The Facility Manager or designee will provide a work authorization or purchase order number.

1.3.23. Vendor shall maintain records of all work, maintenance and repairs provided under this Agreement and shall furnish copies of same to Facility Manager or designee.

1.3.24. Vendor shall provide reporting to CMS Bureau of Strategic Sourcing (CMS BOSS) if requested. Reporting may include but not be limited to, annual veteran hiring, contract usage, and payments to approved subcontractors certified through the State of Illinois’ Business Enterprise Program, if applicable.

A) The information to be submitted in a format designated by CMS BOSS (e.g., Excel spreadsheet, portal). Contract usage reporting must include payments received from all State Agencies, governmental units, and qualified not-for-profit agencies as applicable to this contract.

B) Vendor will submit a close-out report within 90 days of contract expiration that covers the same information since the last contract usage report.

C) Vendor will be expected to participate in performance monitoring that may include, but not be limited to required reporting, quality, delivery and value of goods and services, and customer service.

1.4. VENDOR / STAFF SPECIFICATIONS:

1.4.1. The State is committed to prompt and efficient customer service. Vendor and its employees are to treat customers with courtesy and respect and subscribe to the State’s values regarding customer service.

1.4.2. Vendor shall not commence any work under this contract until it has obtained the approval and been issued a CMS job work authorization order and/or purchase order number from Facility Manager or designee. This number must appear on all of the Vendor’s job invoices and/or tickets, and billings. Other governmental units may require their own form be issued prior to work beginning.

1.4.3. Vendor and its employees shall be experienced and knowledgeable in the field of commercial, industrial, and institutional plumbing services.

1.4.4. Vendor is advised that asbestos contained materials and or suspected asbestos contained materials may be present in some facilities.

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A) Vendor and its employees are cautioned not to disturb, remove, or damage any material which may contain asbestos in performing the required service.

B) If during the performance of work, Vendor or its employees detect asbestos or suspected asbestos, they are to cease all work immediately and report it to the State, Facility Manager, and/or designee.

C) Vendor and its employees acknowledge that they are fully aware of the health hazards associated with asbestos exposures and will not engage in any work activities which may disturb and/or damage said material creating a potential hazard.

D) Any removal and/or repair of asbestos contained materials and/or suspected asbestos contained materials that is necessary for repairs, maintenance and replacement of materials and equipment under this contract shall be provided by the licensed asbestos abatement Vendor under contract with the Illinois Department of Central Management Services or end-user agency. The licensed asbestos abatement Vendor may monitor air quality during work performance.

E) Should there be an accidental disturbance or damage to asbestos contained materials by the Vendor or employees, said disturbance shall be immediately reported to Facility Manager, designee, and/or engineer.

1.4.5. Vendor shall be familiar with the equipment and system to be serviced.

1.4.6. Vendor’s employees shall be required to comply with all instructions pertaining to the job and work site, issued by the Facility Manager or designee.

1.4.7. Job site shall be kept clean of all unwanted residue, debris, material, empty cans and boxes, tools, and equipment, etc. at the end of each working day.

1.4.8. Vendor shall obtain and observe, along with its employees all site safety regulations and will comply with the building security procedures as may be required. Vendor and its employees will participate in the Building’s Safety Program to the extent determined by the Facility Manager or designee. Vendor will recommend procedures to ensure safe work practices.

1.4.9. Vendor and its employees are responsible for maintaining current insurance, licensure, and certifications necessary to perform the varied maintenance and repair services under the scope of the contract. These shall remain valid during the life of the contract. Proof of such shall be provided within 3 days of written request by the State.

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1.4.10. Vendor shall be licensed and certified by the Department of Public Health and Environmental protection Agency to perform required testing of the back flow prevention devices during the life of the contract. Proof of such shall be provided within 3 days of written request by the State.

1.4.11. Vendor and its employees are prohibited from disturbing papers on desks, opening desk drawers or cabinets, disturbing personal property of State employees, using telephones and/or office equipment, or anything else provided for official State use.

1.4.12. Vendor and its employees shall maintain a professional appearance while on site, including wearing company identification and appropriate clothing (I.E. including, but not limited to, clothing with no holes, rips or tears, no shorts, no open-toed shoes).

Discretion will reside with the Facility Manager.

1.4.13. At the completion of each job the Vendor's employees shall report to the Facility Manager or designee for approval of the work. For CMS work, the following items A through D will be required. Other governmental units may have separate requirements or agency paperwork that the Vendor shall follow.

A) Vendor's job work order/ticket shall be signed by CMS designee.

B) Vendor shall leave signed copy with CMS designee.

C) A separate work order/ticket will be written for each individual job or service performed.

D) Required information on all Vendor's work orders/tickets are as follows:

1) Facility name and/or job location, date order received, start and completion date, with time in and out.

2) CMS work authorization and/or purchase order number.

3) Detailed description of work performed.

4) Breakdown and individual listing of all materials and quantity used, priced at retail cost.

5) Listing of each employee, date and hours worked.

6) Labor hours (both straight and overtime). There will be no lumping of hours and materials together.

1.4.14. Vendor is not considered a general contractor and shall possess their own work crew, and, as such, is expected to complete the projects under this contract with their own employees and maintain, or have the source to obtain, adequate personnel to fulfill the contract requirements. There will be no subcontracting of labor.

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1.4.15. Vendor shall take all necessary precautions to prevent dust, debris, material, products, etc., from coming in contact with finished surfaces of interior areas. If it is necessary to cut, sand, or drill products in finished areas, protection of these areas shall be maintained, cleaned, and restored upon completion of the work.

1.4.16. Vendor and its employees shall report to and sign in and out with the Facility Manager or designee indicating times of arrival and departure with a brief description of the services rendered, work order number and/or location in the facility. Sign in and out times shall be indicated on Vendor’s job invoice and/or ticket.

1.4.17. Vendor shall be responsible for any and all damage caused by Vendor’s personnel or agents. Vendor shall advise the Facility Manager or designee of all damages immediately and shall then follow-up with a written report within twenty-four (24) hours stipulating the following:

• Description of damage, including extent and location

• Cause of damage

• Steps taken by Vendor

1.4.18. The State may conduct criminal and driver history background checks of Vendor’s officers, employees or agents who would directly supervise or physically perform any of the contract requirements. If the State chooses to conduct a background check, the Vendor’s officers, employees, or agents must be cleared through the background check before entering the premises to commence work. Any officer, employee, or agent deemed unsuitable by the State must be immediately replaced. The Facility manager or designee will contact Vendor regarding the need to replace any permanent or temporary employee.

1.5. TRANSPORTATION AND DELIVERY:

Travel time will be allowed up to four (4) hours maximum per individual job, to the nearest half hour increment. Travel time will be calculated and allowed from the Vendor’s address to the site address and back and will be billed by the closest half hour increment at the appropriate rate.

1.6. SUBCONTRACTING

Subcontractors are allowed.

1.6.1. Will Subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to v.25.4 the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor

1.6.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

• Subcontractor Name:

Amount to Be Paid:

Address:

Description of Work:

• Subcontractor Name:

Amount to Be Paid:

Address:

Description of Work:

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. If the annual value of any subcontracts is more than $100,000, then the Vendor must provide to the State the Financial Disclosures and Conflicts of Interest for that subcontractor.

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the Vendor and subcontractor(s)

1.7. WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

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Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Vendor shifts any such work outside the United States.

• Location where services will be performed: State of Illinois

• Value of services performed at this location: 100%

2. PRICING

2.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation. The total price of this contract is estimated.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy Purchase Order.

A) Vendor’s per hour labor rate shall include the highest prevailing basic wage rate within each region, fringe benefits (Health and Welfare, pension or others), all employer expenses for FICA, Workmen’s Compensation, Liability Insurance, Unemployment Insurance and any other city, State or federal requirements regarding employees. Per hour labor rate shall also include all cost and expenses for trucks and/or vehicles, tools and equipment associated with trade, pick-up and delivery of materials, estimating or quoting jobs, call-backs, supervision, administrative, overhead, and profit.

B) Vendor’s material cost shall be a Unit Cost utilized to bill for the materials used in individual jobs

2.3. MAXIMUM AMOUNT: The total payments under this contract are not applicable as this is an indefinite quantity master contract.

3. TERM AND TERMINATION

3.1. TERM OF THIS CONTRACT: The contract will have a term beginning upon execution and end 03/31/30. If a start date is not specified, the contract will be effective upon the last dated signature of the parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably v.25.4 could cause, jeopardy to health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform the contract.

If Vendor fails to perform to the State’s satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the financial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identified within the period of time specified in the State’s written notice. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.

For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; 74 III. Adm. Code 900.

This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

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4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois Procurement Code (30 ILCS 500) is required to pay a fee of $15. The Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection.

Vendor is responsible for contacting DOL at 217-782-6206 or (https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims.

30 ILCS 105/25. All invoices are subject to statutory offset. 30 ILCS 210.

4.1.6.1. Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

4.1.6.2. Vendor shall invoice at this completion of the contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

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Send invoices to:

Agency: Requesting User Agency

Attn: Requesting User Agency

Address: Requesting User Agency

City, State Zip Requesting User Agency

Email: Requesting User Agency

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

4.2. ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those with contracts with an annual value exceeding $100,000 and who are specifically hired to perform all or part of the work covered by this contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. If required, Vendor shall provide a copy of any subcontracts within fifteen (15) days after execution of this contract.

All subcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the Standard Illinois Certification form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Officer of the names and addresses, the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract, and the general type of work to be performed. 30 ILCS 500/20-120.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) v.25.4 years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS 500/20-65.

4.5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning this contract is being resolved unless otherwise directed by the State.

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty (30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this contract, including its agents and subcontractors, may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public. No confidential data collected, maintained, or used in the course of performance of this contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of this contract or thereafter.

The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of this contract, in whatever form it is maintained, promptly at the end of this contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to confidential v.25.4 data or information lawfully in the receiving Party’s possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any confidentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of confidentiality obligation by the receiving Party; or that is independently developed by the receiving Party without the use or benefit of the disclosing Party’s confidential information.

4.9. USE AND OWNERSHIP: All work performed or supplies created by Vendor under this contract, whether written documents or data, goods or deliverables of any kind, shall be deemed work for hire under copyright law and all intellectual property and other laws, and the State of Illinois is granted sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the State all right, title, and interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-called "moral rights" in connection with the work.

Vendor acknowledges the State may use the work product for any purpose. Confidential data or information contained in such work shall be subject to the confidentiality provisions of this contract.

4.10. INDEMNIFICATION AND LIABILITY: The Vendor shall indemnify and hold harmless the State of Illinois, its agencies, officers, employees, agents and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certifications, representations, warranties, covenants or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from Vendor’s negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives, subcontractors or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a),(b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, the State may not indemnify private parties absent express statutory authority permitting the indemnification. Neither Party shall be liable for incidental, special, consequential, or punitive damages.

4.11. INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance naming the State as an additionally insured for all required bonds and insurance. Certificates may not be modified or canceled until at least thirty (30) days’ notice has been provided to the State. Vendor shall provide: (a) General Commercial Liability insurance in the amount of $1,000,000 per occurrence (Combined Single Limit Bodily Injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability, including Hired Auto and Non-owned Auto (Combined Single Limit Bodily Injury and Property Damage), in amount of $1,000,000 per occurrence; and v.25.4

(c) Worker’s Compensation Insurance in the amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.

4.12. INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, or joint venturer with the State. All payments by the State shall be made on that basis.

4.13. SOLICITATION AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shall give notice immediately to the Agency’s director if Vendor solicits or intends to solicit State employees to perform any work under this contract.

4.14. COMPLIANCE WITH THE LAW: The Vendor, its employees, agents, and subcontractors shall comply with all applicable Federal, State, and local laws, rules, ordinances, regulations, orders, Federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.

4.15. BACKGROUND CHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendor’s and subcontractor’s officers, employees or agents. Vendor or subcontractor shall immediately reassign any individual who, in the opinion of the State, does not pass the background check.

4.16. APPLICABLE LAW:

4.16.1. PREVAILING LAW: This contract shall be construed in accordance with and is subject to the laws and rules of the State of Illinois.

4.16.2. EQUAL OPPORTUNITY: The Department of Human Rights’ Equal Opportunity requirements are incorporated by reference. 44 Ill. Adm. Code 750.

4.16.3. COURT OF CLAIMS; ARBITRATION; SOVEREIGN IMMUNITY: Any claim against the State arising out of this contract must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505. The State shall not enter into binding arbitration to resolve any dispute arising out of this contract. The State of Illinois does not waive sovereign immunity by entering into this contract.

4.16.4. OFFICIAL TEXT: The official text of the statutes cited herein is incorporated by reference. An unofficial version can be viewed at

(www.ilga.gov/legislation/ilcs/ilcs.asp).

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4.17. ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or cause of action it has arising under Federal or State antitrust laws relating to the subject matter of this contract, then upon request of the Illinois Attorney General, Vendor shall assign to the State all of Vendor’s rights, title and interest to the claim or cause of action.

4.18. CONTRACTUAL AUTHORITY: The Agency that signs this contract on behalf of the State of Illinois shall be the only State entity responsible for performance and payment under this contract. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs in addition to an Agency, he/she does so as approving officer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee or State Purchasing Officer signs a master contract on behalf of State agencies, only the Agency that places an order or orders with the Vendor shall have any liability to the Vendor for that order or orders.

4.19. EXPATRIATED ENTITIES: Except in limited circumstances, no business or member of a unitary business group, as defined in the Illinois Income Tax Act, shall submit a bid for or enter into a contract with a State agency if that business or any member of the unitary business group is an expatriated entity.

4.20. NOTICES: Notices and other communications provided for herein shall be given in writing via electronic mail whenever possible. If transmission via electronic mail is not possible, then notices and other communications shall be given in writing via registered or certified mail with return receipt requested, via receipted hand delivery, via courier (UPS, Federal Express or other similar and reliable carrier), or via facsimile showing the date and time of successful receipt. Notices shall be sent to the individuals who signed this contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change its contact information.

4.21. MODIFICATIONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract officially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. All provisions that by their nature would be expected to survive, shall survive termination. In the event of a conflict between the State’s and the Vendor’s terms, conditions and attachments, the State’s terms, conditions and attachments shall prevail.

4.22. PERFORMANCE RECORD/SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or provide contract performance updates to help ensure proper performance of this contract. The State may consider Vendor’s performance under this contract and compliance with law and rule to determine whether to continue this contract, v.25.4 suspend Vendor from doing future business with the State for a specified period of time, or whether Vendor can be considered responsible on specific future contract opportunities.

4.23. FREEDOM OF INFORMATION ACT: This contract and all related public records maintained by, provided to, or required to be provided to the State are subject to the Illinois Freedom of Information Act (FOIA) notwithstanding any provision to the contrary that may be found in this contract. 5 ILCS 140.

4.24. SCHEDULE OF WORK: Any work performed on State premises shall be performed during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.

4.25. WARRANTIES FOR SUPPLIES AND SERVICES:

4.25.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the standards, specifications, drawing, samples or descriptions furnished by the State or furnished by the Vendor and agreed to by the State, including but not limited to all specifications attached as exhibits hereto; (b) be merchantable, of good quality and workmanship, and free from defects for a period of twelve months or longer if so specified in writing, and fit and sufficient for the intended use; (c) comply with all federal and state laws, regulations and ordinances pertaining to the manufacturing, packing, labeling, sale and delivery of the supplies; (d) be of good title and be free and clear of all liens and encumbrances and; (e) not infringe any patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney’s fees and expenses, arising from failure of the supplies to meet such warranties.

4.25.2. Vendor shall ensure that all manufacturers’ warranties are transferred to the State and shall provide to the State copies of such warranties. These warranties shall be in addition to all other warranties, express, implied or statutory, and shall survive the State’s payment, acceptance, inspection or failure to inspect the supplies.

4.25.3. Vendor warrants that all services will be performed to meet the requirements of this contract in an efficient and effective manner by trained and competent personnel.

Vendor shall monitor performances of each individual and shall immediately reassign any individual who does not perform in accordance with this contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.

4.26. REPORTING, STATUS AND MONITORING SPECIFICATIONS: Vendor shall immediately notify the State of any event that may have a material impact on Vendor’s ability to perform this contract.

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4.27. EMPLOYMENT TAX CREDIT: Vendors who hire qualified veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the Illinois Department of Revenue (telephone #: 217-524-4772) for information about tax credits.

The Vendor will be required to report to Central Management Services – Bureau of Strategic Sourcing (BOSS) an annual report on the hiring of Veterans and Ex-Offenders, this report must be sent by September 30th of every year. The report shall be attached and sent to the following email address: cms.boss.sourcing@illinois.gov.

5. STATE SUPPLEMENTAL PROVISIONS

Agency Definitions

5.1. “Chief Procurement Officer” means the chief procurement officer appointed pursuant to 30 ILCS 500/10-20(a)(4).

5.2. “Governmental unit” means State of Illinois, any State agency as defined in Section 1-

15.100 of the Illinois Procurement Code

Required Federal Clauses, Certifications and Assurances

Public Works Requirements (construction and maintenance of a public work) 820 ILCS 130/4.

5.3. EMPLOYMENT OF PUBLIC WORKERS ON PUBLIC WORKS: In a period of excessive unemployment rates, State contractors (1) constructing or building any public works or

(2) cleaning-up and disposing on-site of hazardous waste, and that clean-up or on-site disposal is funded or financed in whole or in part with State funds or funds administered by the State, are required to employ at least 90% Illinois laborers on such project. For projects involving clean-up and on-site disposal of hazardous waste, emergency response or immediate removal activities are excluded. This requirement applies to all labor whether skilled, semi-skilled or unskilled, whether manual or nonmanual.

A period of excessive unemployment rates is defined as any month immediately following two consecutive calendar months during which the level of unemployment in the State of Illinois has exceeded 5% as measured by the United States Bureau of Labor Statistics in its monthly publication of employment and unemployment figures.

Any public works project financed in whole or in part by federal funds administered by the State of Illinois is covered under the provisions of this requirement, to the extent permitted by any applicable federal law or regulation. 30 ILCS 570.

Contractors may receive an exception from this requirement by submitting a request and supporting documents certifying that Illinois laborers are either not available or are incapable of performing the particular type of work involved. The certification must: (a) v.25.4 be submitted to the agency within the first quarter of the Contract Term; (b) provide sufficient support that demonstrates the exception is met; (c) be signed by an authorized signatory of the contractor; and (d) be approved by the agency.

Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, security services, and printing, if valued at more than $200 per month or $2,000 per year) 30 ILCS 500/25-60. Information on prevailing wage may be obtained at https://www2.illinois.gov/idol/Pages/default.aspx

Agency Specific Terms and Conditions

5.4. The Chief Procurement Officer for General Services makes this contract available to all governmental units.

5.5. Vendor agrees to extend all terms and conditions, specifications, and pricing or discounts specified in this contract for the items in this contract to all governmental units.

5.6. The supplies or services subject to this Contract shall be distributed or rendered directly to each governmental unit.

5.7. Vendor shall bill each governmental unit for its actual share of the costs of the supplies or services purchased.

5.8. The credit or liability of each governmental unit shall remain separate and distinct.

5.9. Disputes between vendors and governmental units shall be resolved between the affected parties.

5.10. All terms and conditions in this Contract apply with full force and effect to all purchase orders v.25.4

Illinois Map by Regions v.25.4

6. ATTACHMENTS

6.1. Financial Disclosures (including Illinois Procurement Gateway print-off if applicable) v.25.4

Central Management Services

Contract

JPMC Plumbing Regions 5 6 Secondary

26-416CMS-BOPM4-P-97016

VENDOR

Vendor Name: Address:

Signature: Phone:

Printed Name: Email:

Title: Date:

STATE OF ILLINOIS

Purchasing Agency: Central Management Services Phone: 217-558-3765

Street Address: 313 S Sixth Street

City, State ZIP:…